2025-12-10_-_FSEW_General_Conditions.pdf

California High-Speed Rail Authority

IFB No. HSR25-12

General Conditions

Revision(s) Date Description

0 12/10/2025 Initial Release

California High-Speed Rail Authority Agreement No. HSR25-12

Page ii

TABLE OF CONTENTS

1. BACKGROUND, CONTRACT TERMS AND DEFINITIONS

2. AUTHORITY OBLIGATIONS

3. CONTRACTOR OBLIGATIONS

4. SUBCONTRACTORS

5. OTHER CONTRACTS/CONTRACTORS/WORK

6. CONTRACTOR’S DELIVERABLES, SUBMITTALS AND

SCHEDULES

7. SITE ACCESS, CONDITIONS AND REQUIREMENTS

8. INTEGRATION OF WORK, UNCOVERING WORK,

CORRECTION OF WORK AND RIGHT TO TAKEOVER WORK

9. RELIEF OF MAINTENANCE

10. ESCROWED BID DOCUMENTS

11. WARRANTY/GUARANTEE/INDEMNITY

12. TIME

13. EXTENSION OF TIME

14. CHANGES IN THE WORK

15. REQUEST FOR INFORMATION

16. INVOICING AND PAYMENTS

17. COMPLETION OF THE WORK

18. FINAL PAYMENT AND RETENTION

19. TERMINATION AND SUSPENSION

20. CLAIMS RESOLUTION AND ARBITRATION

21. LABOR, WAGE AND HOUR; COMMUNITY BENEFITS

AGREEMENT

22. MISCELLANEOUS

EXHIBIT 1: DEFINITIONS AND ACRONYMS

EXHIBIT 2: INSURANCE AND BONDS

EXHIBIT 3: STATE LAW REQUIREMENTS

EXHIBIT 4: FEDERAL LAW REQUIREMENTS

EXHIBIT 5: ENVIRONMENTAL AUTHORITY-PROVIDED

GOVERNMENTAL APPROVALS AND PERMITS (NOT A FULL

LIST OF ALL PERMITS REQUIRED OF CONTRACTOR)

EXHIBIT 6: SYSTEM DEVELOPMENT LIFE CYCLE (SDLC)

1. BACKGROUND, CONTRACT TERMS AND DEFINITIONS

1.1 Background

The California High-Speed Rail Authority (Authority) is responsible for planning, designing, building, and operating the first high-speed rail system in the state. California high-speed rail will connect the mega-regions of the state, contribute to economic development and a cleaner environment, create jobs, and preserve agricultural and protected lands.

The Authority may enter into agreements with private and public entities for design, construction, and operation of high-speed rail trains, including all tasks and segments thereof pursuant to California Public Utilities Code section 185036. Additional authority for a State of California agency to enter into this Contract (Contract) includes the provisions of the State Contract Act, Public Contract Code Sections 10100 - 10285.5.

This Contract is between the California High-Speed Rail Authority (Authority and/or State), an agency of the State of California, and a [form of entity] (Contractor). The Authority and Contractor are collectively referred to herein as the “Parties,” or individually as “Party.” The purpose of this Contract is for the Contractor to provide construction services to the Authority, as described in this Contract.

All inquiries during the term of this Contract will be directed to the representatives identified below:

Authority Contractor

Contract Manager: Project Manager:

Address: Address:

Phone: Phone:

Email: Email:

The Authority Contract Manager or Contractor Project Manager may be changed without amendment as specified in this Contract, subject to the Authority’s approval described in Section 3.4.

1.2 Definitions

Whenever used in this Contract, capitalized terms have the definitions indicated in Exhibit 1. If a terms is not defined, it shall carry the definition as reflected in a standard dictionary.

1.3 Interpretation

This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

1.4 Order of Precedence

The Work to be performed under this Contract shall be in accordance with the plans and specifications. All documents listed in this Section below are specifically incorporated by reference into this Contract. In the event of any conflicts, inconsistencies, or ambiguities in this Contract, the following documents shall be used to interpret the Contract, and the obligations thereunder, in the following order of precedence:

1. Permits issued by authority having jurisdiction

2. Change Orders

3. General Conditions/STD213

4. Bid/Proposal

5. Amendments to Project Plans and Specifications

6. Specifications Division 01 (Contract Part A – Book 1)

7. Project Plans (Contract Part B)

8. Project Specifications (Contract Part A - Books 2 & 3)

9. Reference Specifications

10. Invitation for Bids

In the event of any conflicts, inconsistencies, or ambiguities between documents of the same level of precedence, the term, provision, or document requiring the higher level of services or stricter performance by Contractor shall govern.

1.5 Plans and Specifications; Work; Necessity for Careful Examination

1.5.1 Plans and Specifications

The Plans for the Project are the Plaza Plans and the Depot Plans included in Contract Part B – Project Plans and include any subsequent revisions or amendments thereto.

The Specifications for the Project are in Contract Part A – Project Manual: Book 1 – Division 1 Specifications, Book 2 – Depot Division 2+ Specifications and Book 3 – Plaza Division 2+ Specifications and include any subsequent revisions or amendments thereto.

The Project shall be constructed consistent with the Plans, Specifications, the General Conditions of the Contract, any addenda issued prior to execution of the Contract, other documents listed in the Contract, and written Modifications issued after execution of the Contract (the Contract Documents). A Modification is (1) a written amendment to the Contract signed by both parties, or (2) a Change Order. The Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Authority in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or addenda relating to bidding or proposal requirements unless expressly incorporated in the Contract.

1.5.2 Site Investigations

Before submitting its Bid for the Work, Contractor must carefully examine the Plans and Specifications and fully investigate the Site to become familiar with all observable conditions and thoroughly familiarize itself with the requirements of the Contract. By submitting a Bid, Contractor represents that it made a full investigation of the Site, is familiar with, and accepts, the existing conditions of the Site.

1.5.3 Failure to Investigate

Any failure by Contractor to familiarize itself with information that is provided by the Authority, information that could reasonably be obtained regarding the Site, or conditions which could be identified with reasonable investigation, will not relieve Contractor from responsibility to properly estimate the difficulty of, or cost to perform, the Work. Any such failure to investigate shall not entitle Contractor to an adjustment to the Contract Amount and/or Contract Time unless otherwise provided by the Contract.

1.5.4 Differing Site Condition

During the progress of the Work, if the Contractor encounters a subsurface or latent condition at the Site that is substantially different from those indicated in the Contract Documents or made available for examination, a differing site condition may exist. The Contractor shall immediately notify the Authority in writing of the differing site condition.

The Authority shall investigate the assertion of a differing site condition, and if the Authority, in the exercise of reasonable discretion, determines that a differing site condition exists and that the differing site condition directly results in extra Work, the Contractor shall be entitled to a change order that shall compensate the Contractor for the extra Work. Accordingly, failure of Contractor to promptly notify the Authority in writing upon discovery of a Differing Site Condition, pursuant to the applicable provisions of this Contract, will constitute Contractor’s waiver of any claim for damages or delay incurred as a result of the condition(s).

1.5.5 Obligation to Report Errors

Contractor shall promptly report to the Authority, in writing any and all errors, inconsistencies or omissions relating to existing Site conditions, in the Plans and Specifications and/or as-built drawings, or other documents and information furnished by the Authority, it discovers.

1.5.6 Existing Utilities

Locations of existing utilities provided by the Authority will not be considered exact, but approximate, and will not relieve Contractor of responsibilities to exercise reasonable care, nor of the costs of repair due to Contractor’s failure to exercise reasonable care.

The Authority will compensate Contractor for: (i) the costs of locating and repairing damage not due to the failure of Contractor to exercise reasonable care; (ii) removing or relocating such utility facilities not indicated in the Plans and Specifications; and (iii) for equipment necessarily idle during such work.

1.6 Notice to Proceed

Contractor shall not perform or permit performance of any Work unless Authority, in its sole discretion, issues a Notice to Proceed for such Work. Contractor shall commence performance of the Work no later than 15 Days after issuance by Authority of a Notice to Proceed.

1.7 Substitutions for Specified Items

A reference to a specific brand or trade name, or its equal, establishes a quality standard and is not intended to limit competition or dictate a sole source. Following Contract award, the Contractor may propose a product, material, equipment or method of construction that is equal to or better than that specified in the Plans and Specifications in accordance with specification Section 01 25 00, Substitution Procedures.

1. Sharing of the cost savings, if any, and in accordance with Value Engineering Change Proposal under Section 14, Changes in the Work.

2. Sharing of the time savings, if any, and in accordance with Value Engineering Change Proposal under Section 14, Changes in the Work.

1.8 Facilitated Partnering for the Contract

The Parties agree to establish a collaborative and facilitated partnering process for the implementation of the Work under this Contract. The facilitated partnering process will assist the Parties in developing a collaborative environment so that communication, coordination, and cooperation are engrained, and to encourage resolution of conflicts arising under the Contract at the lowest responsible management level.

Kick-off Partnering Workshop. As soon as possible after the initial NTP, the Authority and Contractor shall meet for the Kick-off Partnering Workshop; determine the workshop site and duration, and other administrative details. At the Kick-off Partnering Workshop, the Authority and Contractor (and Facilitator if already retained) shall meet to mutually develop a strategy for a successful partnering process. The Parties shall develop and execute a mutually developed Partnering Charter that establishes, at a minimum, the goals of the Parties, the type and cadence of meetings/workshop, team structures and the Escalation Resolution Ladder.

Escalation Resolution Ladder. The Authority and Contractor shall mutually develop an Escalation Resolution Ladder, which is a stepped process that formalizes the negotiation between the Parties regarding issues and disputes that arise under this Contract or in relation to the Work. The intent of this ladder is to provide a process that elevates issues up the chain of command between the Parties. The objective is to resolve issues at the lowest practical level and to not allow individual Project issues to disrupt overall Project momentum. When an issue is escalated to a level, it is expected that a special meeting focusing on the negotiated settlement for that issue will be called with the goal of reaching resolution as quickly as possible. The Escalation Resolution Ladder shall include as its top tier executives from each Party who has direct decision-making authority.

Selection of a Facilitator. The Partnering Team shall meet as soon as practicable after award of Contract to work cooperatively and in good faith to select a professional neutral facilitator who has at least the following qualifications and experience:

1. Training and practice in the recognized principles of partnering;

2. At least six years’ experience in partnering facilitation with a demonstrated track record on large-scale projects with alternative/integrated project delivery methods, including public sector projects;

3. A skill set that may include construction management, negotiations, labor-management mediation, and/or human relations;

4. Other attributes mutually agreed-upon by the Parties.

The Contractor shall enter into a contract with the professional neutral facilitator that establishes a budget for fees and expenses of the facilitator, workshop site costs, and describes the facilitator’s role consistent with the requirements of the Contract and the Partnering Charter. The facilitator agreement shall be amendable and terminable at will by mutual agreement of the Parties.

The Authority will reimburse Contractor 50% for any direct costs of partnering, including actual fees and expenses of a professional neutral facilitator, the workshop site costs, and other pre-approved direct costs related to partnering. Contractor shall not receive any mark-ups on these direct costs. With the exception of the Facilitators’ fees and other direct costs described in this paragraph, all costs associated with the partnering participation, workshops, and sessions, partnering evaluation surveys, or partnering skills trainings are deemed to be a reimbursable cost. Substitutions

2. AUTHORITY OBLIGATIONS

2.1 California High-Speed Rail Authority

The Authority is responsible for preparing full, complete, and accurate plans and specifications and estimates of cost that provide directions that will enable any competent construction contractor and/or other builder to carry out the Work consistent with Public Contract Code Section 10120.

The original draft or a certified copy of the plans, specifications, and estimates of cost shall be filed permanently in the Authority’s Fresno and Sacramento offices for review consistent with Public Contract Code Section 10121 .

Pursuant to Public Contract Code Section 10227, the Authority may make changes in the plans and specifications.

The Authority is responsible for the review and approval of deferred design plans, specifications, and estimates submitted by the Contractor.

The Authority will decide questions as to interpretation and fulfillment of contract requirements, and the prosecution, progress, quality, and acceptability of the Work. The

Authority will implement and enforce decisions by issuing written orders, directives, instructions and notices to the Contractor.

3. CONTRACTOR OBLIGATIONS

3.1 Responsibility for the Work

Contractor shall assume all responsibility for implementing and constructing the Work for the Contract Amount consistent with the standards and requirements set forth in the Contract Documents. Contractor shall be responsible for all damages and/or losses sustained by the Authority to the extent resulting, directly or indirectly, from the performance, character, or implementation of the Work.

Except as otherwise provided, Contractor will provide and pay for all labor, materials, equipment, permits, fees, licenses, facilities, transportation, taxes, and services necessary for the proper execution and Completion of the Work.

Contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, submittals, shop drawings and other services developed, prepared and/or developed by Contractor under the Contract.

Contractor shall, without additional compensation, correct or revise any errors or deficiency in its designs, drawings, specifications, submittals, shop drawings and other services developed, prepared and/or furnished by Contractor under the Contract, and shall perform any resulting and necessary rework, repair or modification, including damage to real or personal property, resulting from a such design error or deficiency.

Contractor shall provide evidence satisfactory to Authority that the Work complies with all Contract requirements, including all Applicable Laws.

Contractor is responsible for the deferred and delegated design as required under the Division 01 specifications.

3.2 Contractor’s Supervision

Contractor shall be solely responsible for supervision and direction of all Work.

Contractor is solely responsible for the means, methods, techniques, sequences, planning, and procedures of performing all Work. This includes, without limitation, exercising full control over the direction and compensation of all persons assisting Contractor in the performance of the Work and the coordination and sequencing of the Work amongst the Subcontractors. Contractor is solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding, all employee benefits, payroll taxes, and all regulations governing such matters. The Contractor is responsible for ensuring that the finished Work complies accurately with the Contract Documents.

No act by the Authority or its representatives in processing or accepting any work plans, shop drawings, in inspecting or accepting any work, or of any other nature, shall in any respect relieve the Contractor from any legal responsibility, obligation or liability relating to the obligation to comply with the Contract.

3.3 Qualified Personnel

At all times the Contractor shall provide sufficient Personnel to properly prosecute the Work and to ensure completion of each part in accordance with the Project Schedule.

The Contractor and Subcontractors shall, at all times, enforce strict discipline and good order among their Personnel and employ/retain competent Personnel skilled in the Work assigned to each respective Personnel. The workmanship of Contractor and Subcontractor Personnel shall be of the best quality, regardless of the quality of the material. If, in the judgment of the Authority, any Personnel is incompetent or disorderly, the Contractor shall promptly remove such person from the Project and shall not re-employ such person thereon.

3.4 Key Personnel

Before commencing the Work, Contractor will give written notice to Authority of the name and qualifications of its Project Manager, Construction Superintendent and Safety Representative for acceptance by the Authority. Neither Contractor’s Project Manager nor Construction Superintendent will be changed except with prior written notice to Authority. The Authority retains the right to reasonably refuse Contractor’s replacement of Key Personnel. The Contractor’s Project Manager and Construction Superintendent will each represent Contractor, and all directions given to Contractor’s Project Manager and/or Construction Superintendent by the Authority will be as binding as if given to Contractor.

3.4.1 Construction Superintendent

Contractor’s Construction Superintendent must be employed full-time for the Project and shall have complete authority to represent and act on behalf of Contractor on all matters pertaining to the Work. The Construction Superintendent must be competent and have a minimum of five (5) years’ experience in construction supervision on projects of similar scale and complexity.

3.4.2 Project Manager

Contractor’s Project Manager must have a minimum of five (5) years’ experience in Project Management on projects of similar scale and complexity. The Project Manager shall devote sufficient time to the Project to meet the Construction Schedule and fulfill all obligations in the Contract Documents. This includes, without limitation, making timely submittals, issuing and disseminating necessary Requests for Information (RFIs), promptly processing and distributing bulletins, change orders and payments, and keeping required logs current. If any of these activities fall behind requirements of the Contract Documents or dates necessary to complete the Project within the Contract Time, Contractor must, upon request by the Authority, provide a fulltime Project Manager on the Project Site dedicated solely to the Project, until the deficiencies are corrected.

3.4.3 Safety Representative

Contractor shall designate in writing a responsible competent person of Contractor’s organization who shall be present daily at the Site as safety representative whose principal duties shall be the prevention of accidents and the maintenance and supervision of safety precautions and programs in accordance with the requirements of applicable laws and regulations. This person shall be available 24 hours a day, 7 days a week by telephone or other approved means.

3.5 Conferences and Meetings

3.5.1 General Meeting Requirements

Contractor’s Project Manager shall meet with Authority as needed to discuss progress on the Work.

Weekly Meetings. Weekly meetings with the Authority, Authority representatives, and if required, with AHJ, utility companies, subcontractors, material suppliers, fabricators, manufacturers, and other external partners is required to discuss project progress; 3-week project look ahead schedule; safety; submittals; RFI’s; Change Orders; project risks; external issues with the public, businesses, local city and county, UPRR, and on-going adjacent contracts; environmental and water pollution; Notice of Potential Claim Record; and miscellaneous project concerns, open discussions.

In addition to the conference and meeting requirements in the Specifications, Contractor’s supervisory personnel for the Work and Contractor’s management personnel must attend all required meetings as required by the Contract Documents or as requested by the Authority. The Contractor’s personnel participating in conferences and meetings relating to the Work will be authorized to act on behalf of Contractor and to bind Contractor. The Contractor is solely responsible for arranging for the attendance of Subcontractors and material suppliers at meetings and conferences relating to the Work as necessary and appropriate, or as requested by the Authority.

3.5.2 Preconstruction Conference

The Contractor must attend a preconstruction conference with key personnel, including assigned representatives, and key subcontractors at such time and place as designated by Authority. The preconstruction conference will generally address the requirements of the Work and Contract Documents, and to establish construction procedures. Submit documents as required before the preconstruction conference. The Contractor shall be prepared to discuss the topics and documents listed in the following table:

Topic Document

Potential claim and dispute resolution

Potential claim forms

Contractor's representation Assignment of Contractor's representative

DBE and DVBE Final utilization reports

Equipment Equipment list

Labor compliance and equal employment opportunity

Job site posters and benefit and payroll reports

Material inspection Notice of Materials to be Used form

Materials on hand Request for Payment for Materials on Hand form

Topic Document

Measurements --

Partnering --

Preservation of Records

Quality control QC plans

Safety Injury and Illness Prevention Program, Code of Safe Practices, and job site posters

Project Schedule Baseline schedule and Weekly Statement of Working Days form

Subcontracting Subcontracting Request form

Surveying Survey Request form

Traffic control Traffic contingency plan and traffic control plans

Utility work --

Weight limitations --

Water pollution control SWPPP or WPCP

Work restrictions PLACs

Action submittals --

Coordination with Concurrent Projects and Work on non-Authority

ROW

3.6 Contractor’s Daily Report

Contractor shall complete and submit to the Authority on the next Working Day, consecutively numbered daily construction reports. These daily reports must include, at a minimum, the following information:

1. A brief description of all Work performed on that date;

2. A summary of all other pertinent events and/or occurrences on that date

3. Daily reports for each work location or site to differentiate separate crews (building, structure, civil work, downtown site, etc.)

4. The weather conditions on that date;

5. A list of all Subcontractor(s) working on that date;

6. A list of each Contractor employee working on that date and the total hours worked for each employee; and

7. A complete list of all equipment on Site that date, whether in use or not.

8. A complete list of all materials, supplies, and equipment delivered on that date

9. A complete list of all inspections and tests performed on that date

10. Each Working Day Contractor must provide the worked hours for labor and equipment at the end of the shift, as agreed between and signed by both the Contractor’s and Authority’s representatives.

3.7 Drawings Reflecting Actual Construction

During the course of construction, the Contractor shall maintain drawings daily to show the Project as it is actually constructed. Contractor shall mark and highlight every sheet of the Plans and Specifications that differs from the actual construction and shall note sheets so changed on the title sheets of the Plans and Specifications. Contractor shall show all change orders by reference to drawings, and include any supplementary drawings or change order drawings. Contractor shall review the “as-built” drawings with the Authority's Contract Manager at least once a month to demonstrate that the Contractor is recording all changes that have occurred fully and accurately to the acceptance of the Authority. Upon request by the Authority, the Contractor shall assist or directly provide sufficient detail to any altered drawings so that subsequent contractor(s) may conduct future Work on the Project or in adjacent areas with a minimum of difficulty. Before the completion of the Project, and before the Authority release the final retention payment, Contractor shall transmit the “as-built” drawings and Specifications to the Authority for further handling. Contractor shall also comply with the requirements of specification Section 01 78 39, Project Record Documents.

The Contractor must produce construction drawings and BIM models that are coordinated, accurate, and fully compliant with the Authority’s BIM and CADD manuals.

Construction drawings shall be generated from approved discipline models, use Authority-approved CADD standards, maintain correct coordinate systems, and include only clear, sheet-specific information needed for construction. The BIM model must serve as the single source of truth, developed in accordance with ISO 19650, containing accurate geometry, metadata, asset identifiers, classifications, and attributes aligned with the Asset Information Standard. Models must be clash-free, federated across disciplines, updated throughout design and construction, and finalized as As-Built models with complete asset data (including AD4, OmniClass codes, geospatial location, warranties, and maintenance details) to support handover and ingestion into the Authority’s Enterprise Asset Management system.

3.8 Licenses and Permits

Contractor shall be in good standing and qualified to conduct business in the State at all times during the term of the Contract. Contractor shall obtain, at its sole expense, all license(s), certification(s), registration(s), and permit(s) required by law, to accomplish the Work, including professional licenses, registrations, and Certificates of Status/Good Standing. Contractor shall provide said documentation upon request by Authority.

If Contractor is located within the State, a business license or tax payment confirmation from the city/county in which Contractor is headquartered is necessary if so required to conduct business in that city/county. A copy of the entity documents filed with the California Secretary of State's Office and a Certificate of Good Status/Standing shall be provided to Authority upon request. If Contractor’s headquarters are located outside of the State, Authority requires a copy of a Certificate of Good Standing (or that state’s equivalent documentation) from the entity’s state of formation showing that the entity is in good standing in that state, and a Certificate of Good Status/Standing from the California Secretary of State as proof of registration as a foreign corporation qualified to do business in California.

In the event any license(s), certification(s), registration(s), and/or permit(s) required by law to accomplish the Work expire at any time during the Term, Contractor shall provide to Authority a copy of the renewed license(s), registrations(s), certifications(s), and/or permit(s) upon request. In the event Contractor fails to keep in effect at all times all required license(s), certification(s), registration(s), and permit(s), Authority may, in addition to any other remedies it may have, terminate the Contract upon occurrence of such event.

All Subcontractors shall be appropriately licensed for the Work they are conducting.

3.9 Work to Comply with Standard of Care

3.9.1 Construction Standard of Care

Contractor and its construction Subcontractors will render their services for their respective portions of the Work in accordance with the degree of care, diligence, prudence, foresight, and skill used by competent and skilled contractors experienced in constructing systems and facilities of a similar nature, at the same time and under similar conditions in the same relative geographic region of the Project. If requirements set forth in the Contract Documents expressly impose a higher standard of care, the higher standard of care will apply with respect to the specific portion of Work subject to those requirements.

3.9.2 Performance Standards

Contactor warrants that all Work shall be performed in accordance with and will meet the performance standards as set forth in the Contract Documents and Applicable Laws.

3.10 Systems Development Life Cycle Requirements

Contractor shall comply with the following relevant portions of the Authority’s Systems Development Life Cycle Requirements (SDLC) in Exhibit 6 to ensure that Authority assets (designed and constructed) comply with its safety and technical requirements and that interfaces with other work and assets are managed in a safe, secure and technically correct manner. The Authority will meet with the Contractor after issuance of NTP 1 to review the SDLC requirements and establish a tailored protocol for compliance.

3.10.1 Interface and Integration Management

Contractor shall comply with the requirements for Interface and Integration Management, Exhibit 6, Section 4.2, to ensure that interfaces between the Work and other Authority assets in the System are managed and implemented in a safe, secure and technically compliant manner.

3.10.2 Verification and Validation

Contractor shall comply with the requirements for Verification and Validation (V&V) as set forth in Exhibit 6, Section 4.3. The SDLC defines the V&V activities to be performed during each project (design and construction) phase.

3.10.3 SDLC Assurances and Documentation

Contractor shall develop for Authority approval management plans for the above-mentioned SDLC requirements. The Contractor is responsible for ensuring that all technical works are reviewed, assessed, and formally certified as meeting Contract requirements. The Contractor must ensure that all activities, evidence, and documentation are developed and maintained in accordance with the SDLC. All certification records must be retained and submitted as part of the Project’s assurance evidence as required by the Authority.

3.11 Governmental Approvals and Third Party Permits

Contractor shall secure all required Governmental Approvals, except for Authority- Provided Governmental Approvals. Coordinate with the Authority to ensure all necessary permits and approvals are timely secured, including submitting a list to the Authority of all required permits and approvals. Contractor shall comply with all conditions imposed by and undertake all actions required by and all actions necessary to maintain in full force and effect, all Governmental Approvals, except to the extent that such responsibility is expressly assigned in the Contract to another Person. Contractor shall provide or cause to be provided such information, documentation, and assistance as Authority may require, and shall take such actions as are reasonably required by Authority for Authority to obtain all Authority-Provided Governmental Approvals.

For any Governmental Approvals required to be obtained by Contractor, Contractor shall, subject to Authority approval, prepare all information, analyses and materials, and otherwise undertake all efforts to obtain such Governmental Approvals, including execution and delivery of appropriate applications and other documentation in a form approved by Authority. Authority shall reasonably cooperate with Contractor in obtaining any such Governmental Approvals. For Governmental Approvals that are the responsibility of Contractor but are required to be issued in Authority’s name, Contractor shall undertake all actions required by, and necessary to obtain and maintain in full force and effect, such Governmental Approvals. Authority shall reasonably cooperate with Contractor in obtaining and maintaining such Governmental Approvals. Contractor shall assist Authority in obtaining any Governmental Approvals that Authority may be obligated to obtain, including providing information requested by Authority and participating in meetings regarding such Governmental Approvals

3.12 Authorities Having Jurisdiction

The Governmental Approvals requirements set forth in Section 3.9.4 shall apply to the following Authorities having Jurisdiction over the Project including, but not limited to, the following:

1. California High Speed Rail Authority

2. City of Fresno Department of – Planning, Public Works, Public Utilities and others

3. City of Fresno Fire Department

4. California State Water Resources Control Board – Division of Drinking Water

5. SWPPP/WPCP - Construction Stormwater General Permit

6. Office of State Fire Marshal

7. Department of General Services – Real Estate Services Division

8. Division of the State Architect

9. Fresno Metropolitan Flood Control District

10. Any permits required in Exhibit 5.

3.13 Work to Comply with Applicable Laws

Contractor shall follow all Applicable Laws in carrying out the Work.

Contractor shall comply with all Contract Documents requirements, applicable regulatory requirements, including all applicable federal, state and local laws, rules, regulations, orders, codes, criteria, and standards.

3.14 Compliance with Environmental Regulations

Mitigation Monitoring and Reporting Programs (MMRP), which are included in California Environmental Quality Act (CEQA) documentation, provide description of required mitigation measures and commitments associated with the Project. A Mitigation Monitoring and Enforcement Plan (MMEP), which is included in National Environmental Policy Act (NEPA) documentation, provides descriptions of required mitigation measures and commitments associated with the Project. The Contractor shall implement those mitigation measures in the MMRP/MMEP for which the Contractor has been designated the responsible party. In addition, the Contactor shall comply with the following Environmental Requirements, including the pertinent federal and state environmental laws and Executive Orders incorporated therein:

1. Merced to Fresno Project Section Final EIR/EIS, April 2012

2. Merced to Fresno Section MMRP, Adopted May 2012, Revised August 2013.

3. Merced to Fresno Section MMEP, Adopted September 2012, Revised April 2014.

4. Merced to Fresno Project Section California Department of Fish and Wildlife Incidental Take Permit, No 2081-2013-025-04, as amended.

5. Merced to Fresno Project Section U.S. Fish and Wildlife Service Biological Opinion, No. 08ESMF00-2012-F-0248, as revised per reinitiations.

6. Merced to Fresno Project Section Finding of Effect Report for the Fresno Southern Pacific Railroad Depot Rehabilitation, March 2025.

7. Merced to Fresno Project Section Fresno Southern Pacific Railroad Depot Rehabilitation PRC 5024/5024.5 Compliance Report (March 2025).

8. Construction Stormwater General Permit

A table of applicable measures from these documents and permits is provided as Part C.1 of the Contract.

Contractor shall follow the requirements of the Authority’s Environmental Compliance Program Manual, including, but not limited to, use of the Authority’s Environmental Mitigation Management and Assessment (EMMA) web portal, preparation and implementation of an Environmental Compliance Plan, and preparation and implementation of a Worked Environmental Awareness Program (WEAP).

The Contractor shall document compliance with all Environmental Requirements and Governmental Approvals using the EMMA web portal, in accordance with the EMMA Guidance and User Manual. The Contractor shall track the status of each Environmental Requirement in EMMA through phases of pre-initiation, in-process, and upon successful completion of each requirement, that requirement’s status shall be noted as completed in EMMA. Monitoring forms provided by EMMA shall be completed and entered and uploaded as more fully described in the Environmental Compliance Program Manual. All EMMA users, including technical specialists, field leads and monitors, shall attend at least one EMMA training session with the Authority no later than 14 days prior to any ground-disturbing activity (including geotechnical investigation). All required management plans and reports, including the Environmental Compliance Plan, shall be entered and uploaded into EMMA for review and approval by the Authority.

Within 30 days following issuance of NTP the Contractor shall produce a draft Environmental Compliance Plan for Authority approval that demonstrates how it will integrate environmental compliance with all Environmental Requirements into all phases of the Project, including without limitation, Project compliance with Final Environmental Documents and Governmental Approvals, from construction through restoration and Final Acceptance. Upon approval by the Authority, the draft Environmental Compliance Plan will become the final Environmental Compliance Plan. The Contractor shall have a final Environmental Compliance Plan approved by the Authority prior to the start of construction. Throughout construction, the final Environmental Compliance Plan will be updated and revised as applicable, and resubmitted to the Authority for approval.

The Contractor shall meet with the Authority before the start of construction to review and discuss the Environmental Compliance Plan, water pollution control plan, and all other required submittals, Governmental Approvals, and compliance with all Project related Environmental Requirements. The Contractor will set up and facilitate routine meetings to be held with the Authority to discuss environmental compliance processes and address any related issues or concerns. It is incumbent upon the Contractor that the Authority be coordinated with and consulted on a routine basis throughout the construction and post-construction stages, through to Final Acceptance.

3.15 Safety of Persons and Property

Contractor will be solely and completely responsible for conditions of the Work and the Site, including safety of all persons and property during performance of the Work. This requirement will apply continuously and not be limited to normal working hours.

3.16 Hours of Work

Work must be performed between 7am to 10pm except on Saturdays, Sundays, and designated State holidays or as permitted by the City of Fresno and/or other agency having jurisdiction, except that in the event of an emergency, or when required to complete the Work in accordance with the Project Schedule and within the Contract Time, Work may be performed outside of regular working hours with prior written approval of the Authority and subject to any Applicable Law or applicable Governmental Approval.

3.17 Use of Project Site

The Contractor shall confine operations at the Site to areas permitted by law, ordinances, permits and the Contract documents. The Contractor is responsible for coordinating the use of the Site without impacting adjacent work, Pension Building operations, and securing the Site daily.

The Contractor shall perform no operations of any nature on or beyond the limits of Work or premises, except as such operations are authorized under the Contract Documents, or authorized by the Authority.

3.18 Cleanup of Project Site

The Contractor shall ensure the Work and Site is free of graffiti or other similar defacements during the time of the Contract. If such defacement occurs, then the Contractor shall promptly remove, repair, or correct the affected area(s). The Contractor shall protect exposed surfaces within the limits of the Work with anti-graffiti coatings, or similar measures, and maintain such protection continuously effective during the Contract Time.

The Contractor shall clean up its Work at frequent intervals and at other times when directed by the Authority. Upon completion of the Work, the Contractor shall promptly remove from the Project Site construction equipment and any waste materials not previously disposed of, leaving the Site thoroughly clean and ready for occupancy.

When two or more contractors are engaged in work at or near the Site, each shall be responsible for cleanup and removal of its own rubbish, equipment, and any waste materials not previously disposed of.

In the event Contractor does not maintain the Site clear of debris and rubbish in a manner acceptable to the Authority, the Authority may opt to arrange to clean the Site and withhold the expense incurred therefor from payments due to the Contractor.

3.19 Expeditious Completion

Time is of the essence regarding completion of the Project. Contractor must proceed expeditiously with adequate forces and must achieve Completion within the Contract Time.

4. SUBCONTRACTORS

4.1 Subcontractor Eligibility

Contractor shall not employ a Subcontractor relating to this Contract: (1) that does not maintain a current registration with the California Department of Industrial Relations and otherwise comply with the requirements of Section 1725.5 of the California Labor Code or (2) that is ineligible to perform work on public works projects pursuant to Section

1777.1 or Section 1777.7 of the Labor Code. Pub. Contract Code § 6109 prohibits Contractor from awarding a subcontract or work to an entity barred from public works (under Labor Code 1777.1 or 1777.7).

4.2 Replacement of Subcontractors

Subcontractors with a contract price in excess of one-half of one percent of the prime Contract shall not be substituted with a different subcontractor by the Contractor except in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act, California Public Contract Code sections 4100 et seq.. Substitution or termination of SB/SB-PW/MB/DBE/DVBE Subcontractors must be in accordance with the Authority’s Small Business Program Plan (2023), as amended from time to time. Contractor must also obtain Authority’s prior written approval to replace any Subcontractor.

4.3 Subcontractor Progress Payment

Contractor shall make prompt payment to its Subcontractors for the satisfactory performance of its Subcontract no later than seven (7) days from receipt of each payment Contractor receives from Authority. Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to its own Subcontractors in a similar manner. Authority shall have no obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by Applicable Law. Bus. & Prof. Code § 7108.5.

4.4 Objectionable Subcontractors

Contractor shall not employ a Subcontractor, Supplier, or other person or entity that the Authority has determined unqualified or non-responsible. The Authority may give written notice of such determination prior to award of the Contract or at any time during the Contract Term, and upon receipt thereof Contractor shall provide replacement with a qualified person or entity. The Authority shall have the right of approval and shall not be responsible for added costs to Contractor, if any, of employing such replacement person or entity.

4.5 Subcontractor Affiliates

Contractor shall provide written notice to the Authority of any current or prospective subcontractors or suppliers that Contractor has or proposes to engage, that are Affiliates of Contractor, with a description of the nature of the Affiliate relationship between Contractor and the subcontractor or supplier.

4.6 Subcontract Terms

Contractor shall contractually bind by terms in subcontracts every Subcontractor or Supplier to the terms of the Contract, including Contract Documents, that are applicable to the Subcontractor’s or Supplier’s scope of Work in the same manner, and to the same extent, Contractor is bound to the Authority. Each subcontract shall preserve all rights of the Authority with regards to the Work to be performed by the Subcontractor or Supplier. All Subcontractors and Suppliers shall fulfill this same requirement toward their respective lower-tier Subcontractors and Suppliers.

4.7 Copy of Subcontracts

Contractor shall furnish Authority with one copy of all executed Subcontracts associated with the Contract, including any changes or modifications to Subcontracts, within three days after their execution. Full copies of purchase orders shall be promptly submitted to Authority upon request.

4.8 Contractor Responsibility for Subcontractors

Notwithstanding any Subcontract or agreement with any Subcontractor or Supplier, Contractor shall be fully responsible to the Authority for the Work, the acts, omissions, delays and defaults of its Subcontractors and Suppliers, as well as coordinating said Work. Defaults or delays in performance of the Work by Contractor which are caused by a Subcontractors or Supplier shall not relieve Contractor of its obligations under this Contract.

The Authority’s consent to, approval of, or failure to object to, any Subcontractor or Supplier does not: in any way relieve Contractor of any obligations to the Authority under the Contract, or act as a waiver of any provisions of the Contract.

Contractor is solely responsible for settling any disputes between Contractor and its Subcontractor(s) and/or Suppliers (including disputes between Subcontractors and/or Suppliers).

Contractor must expressly include in all subcontracts the subcontractor assignment provisions.

4.9 Subcontractor Safety Record Requirement

To be considered to work on an Authority project, the subcontractor must meet the following safety-prequalification requirements:

1. Valid workers compensation insurance

2. No fatalities in the last three (3) calendar years

3. No willful, serious, or repeat citations or violations within the past three (3) calendar years

4. Acceptable Health and Safety program with required elements such as training, hazard assessment, inspections, incident reporting, and emergency management.

Each subcontractor must successfully complete the above safety-prequalification requirements to demonstrate an effective Health and Safety program and historical data to show the subcontractor can conduct its operations in a safe manner. Any variance, where applicable, must be documented and contain appropriate risk mitigations.

The Contractor shall submit each subcontractor’s safety-prequalification requirements for Authority review and acceptance before the subcontractor is allowed to start jobsite activities.

4.10 Subcontractor Retainage

Pursuant to Public Contract Code Section 7200, the percentage of retainage amounts withheld by the Contractor from its Subcontractors, if any, shall not exceed the percentage withheld by Authority from the Contractor.

4.10.1 Early Release of Subcontractor-Related Retainage

If the Authority agrees, in its sole discretion, to the early release of Retainage for the Work of one or more Subcontractors, any such release shall be subject to the provisions of this Section 4.10. Upon satisfactory completion of all Work to be performed by each such Subcontractor, including its provision of appropriate releases, certificates, and evidence of the Subcontractor’s compliance with all applicable requirements of the Contract Documents, the Contractor shall submit an application to the Authority for the release of the portion of the Retainage attributed to the Subcontractor’s work, stating that the Subcontractor has completed all Work required to be performed under its subcontract, the amount withheld by the Contractor under the subcontract, and providing all backup information as may be required by the Authority, including without limitation, unconditional waivers and releases for all progress payments previously made to the Contractor for such Subcontractor’s Work in the form prescribed by Cal.

Civ. Code, § 8134, and a conditional waiver and release on final payment in the form prescribed by Cal. Civ. Code, § 8136. Contractor shall provide an unconditional waiver and release on final payment from such Subcontractor in the form prescribed by Cal.

Civ. Code, § 8138 within ten (10) days following receipt of payment from the Authority for the Work completed by the Subcontractor.

Within seven days following receipt of payment from the Authority for the Work completed by a Subcontractor, Contractor shall pay the Subcontractor all amounts withheld as retainage from the Subcontractor for that Work, even if the Work to be performed by the Contractor or other Subcontractors is not completed or has not been accepted. The Contractor shall, by appropriate agreement with each Subcontractor, require each first tier Subcontractor to make payments to sub-Subcontractors and suppliers in a similar manner.

The Authority’s release of such retainage shall not relieve the Contractor of its continuing obligations under the Contract relating to the Work.

4.11 Assignability of Subcontracts

All subcontracts of Subcontractors and lower-tier Subcontractors and purchase agreements of Suppliers and lower-tier Suppliers shall provide that they are freely assignable to the Authority under the following conditions:

1. the Authority terminates the Contract for cause under Section 19;

2. the Authority requests, or agrees to accept, such assignment; and

3. the…